Business Terms of Use
Last updated Effective September 10, 2026
Version 1.1 — Effective September 10, 2026 (supersedes Version 1.0 of the same date; conformed to Deep Context V16 as amended September 10, 2026)
Between: VerifyLocal LLC, a Delaware limited liability company foreign-qualified in Connecticut ("VerifyLocal", "we", "us"), and the business entity or sole proprietor creating a Business account ("Business", "you").
Plain-language summary (not a substitute for the terms below):
- VerifyLocal is a marketplace and measurement layer. Local creators make video at your venue; you license it; on funded campaigns we put real, geo-targeted media dollars behind it and measure what happens against your own normal week.
- You license every video — you never own one. Creator-filmed videos stay the creator's; Studio videos are owned by VerifyLocal and licensed to you for a year on TikTok, Instagram, and YouTube, and posts you make in that year stay up after it ends. Your dashboard always shows what you may do with each video and until when.
- On a Performance campaign our fee steps with verified results: 15% at most, reached at 15% verified lift; less if lift underperforms. On an Awareness campaign the fee is a flat 20%. Which one you're on is decided by the quality of your measurement signal, not by picking a product.
- Media spend is real ad buying and is non-refundable. Unspent budget comes back as account credit.
- The platform subscription ($29.99/month or $300/year, first month waived) is what keeps your video library, Trust Badge, QR code, and marketing agent between campaigns.
01Acceptance and eligibility
1.1 Agreement. By clicking "I Agree", creating a Business account, or using the platform in a Business role, you accept these Terms, the Privacy Policy, and any campaign, subscription, data-processing, or other agreement you accept in-product (together, the "Agreement"). If you accept on behalf of a company, you represent that you are authorized to bind it.
1.2 Eligibility. You must (a) operate a lawful business with at least one physical venue, (b) be at least 18 years old and able to enter contracts, (c) provide a valid payment method, and (d) not be barred from the platform under a prior suspension. During the pilot phase, funded campaigns are available only in supported geographies and business categories, which we may change.
1.3 One venue record per location. Each physical location is a separate venue on your account with its own venue-bound QR code. A campaign may run across more than one of your venues where the platform permits.
1.4 Businesses and creators are different roles. Creators accept separate Creator Terms. A Business account may not submit proposals on campaigns, and a business that also creates content must use a separate Creator account and may not work on its own campaigns.
02Key definitions
- Creator — an independent, verified individual using the platform to create, post, edit, or amplify content. Creators are not employees or agents of VerifyLocal.
- Campaign — one engagement created on your account with a Campaign Type and a Production Mode.
Campaign Types:
- Performance Campaign — funded with a committed budget ("B"); fees step with verified lift in visits measured against your registered baseline.
- Awareness Campaign — funded with a committed budget B; flat platform fee; delivery and attribution reporting only. No lift is measured or claimed.
- Organic Reach Campaign — B = 0. Originated by a creator scanning your venue QR code. No budget, no escrow, no paid media of any kind.
Production Modes: On-Site (a creator visits, checks in via your QR code, films during that visit, and posts on their own channel) and Studio (you supply source photos and video captured in-app; a production creator edits remotely, with generative editing tools available to them; VerifyLocal owns the finished edit and licenses it to you under the Studio Licence; you publish it on your own accounts).
- Sparkor — VerifyLocal's managed paid-media service that places geo-targeted advertising (approximately a 7.5-mile radius around your venue, tuned by category) behind campaign content. Operated entirely by VerifyLocal.
- Business Messages — your confidential per-video brief: campaign angle, key points, offers, coupon code, posting window, hashtags, and do/don't list. Together with your campaign strategy, your Promotional Plan.
- Baseline — your normal week, expressed as seven daily numbers (Monday–Sunday), either calculated from connected point-of-sale ("POS") data or entered by you, locked before any spend.
- Verified Visit — a creator's presence check-in recorded server-side when the creator scans your venue QR code at your venue.
- Local Proof Token — the record VerifyLocal issues for a Verified Visit that produced approved on-site content.
- Library — the shelf on your account where every video produced for you lands before you select which ones run.
- Studio Licence — the one-year licence VerifyLocal grants you in each Studio video (Section 6.7), accepted at purchase.
- Platform Elements — the parts of a Studio video VerifyLocal supplies and owns: Business Messages, prompt-authored creatives, templates, motion graphics, captions, transitions, and any music, fonts, or stock VerifyLocal supplied.
- Campaign Verification Report — the cryptographically signed report issued for each settled campaign.
- Account credit — a balance on your VerifyLocal account, usable toward future campaigns and fees.
03The platform subscription
3.1 What it is. Platform access runs on a subscription: first month waived, then $29.99 per month, or $300 per year paid in full. It includes your VerifyLocal Trust Badge (digital badge and physical QR sticker), your venue QR code, the Business Story marketing agent, your video library, and AI content generation for your ongoing presence layer.
3.2 Billing. The subscription renews automatically at the end of each term until cancelled. Cancel any time in-product; cancellation takes effect at the end of the current paid term. Subscription fees, once due, are non-refundable regardless of usage or campaign outcome.
3.3 Effect of lapse. If your subscription lapses, your account, library, and licences remain on record, but you may not create new campaigns, receive Organic Reach submissions, or use the agent until it is restored. Licences already granted continue to their stated end dates, and any use of expired licences is prohibited (Section 8).
3.4 The Trust Badge. You may display the badge and QR sticker only at the venue and channels registered to your account, in the form we provide, while your account is in good standing. Displaying the QR sticker publicly signals that you accept Organic Reach submissions. Do not alter, reproduce, or transfer the badge or the code, and remove them on termination.
04Campaigns: creating, funding, and the marketplace
4.1 One workflow. Every campaign follows the same workflow: create → register baseline → fund (if applicable) → creators propose or you invite → NDA-gated brief → content delivered to your library → you select what runs → Sparkor delivery (funded campaigns) → measurement → settlement → report.
4.2 Settlement mode is determined by signal, not chosen. With a connected POS or an installed sensor, a funded campaign settles as Performance. With a hand-entered baseline only, it settles as Awareness. The selector in your dashboard is for convenience and does not override this determination. We will always present the Performance path first where your signals qualify, and state the trade-off plainly. Connecting a POS moves your account to Performance settlement from the next campaign forward; settled campaigns are never re-settled.
4.3 Budget and the Customer-Value Peg. You set B by pegging it to what N new customers would be worth to you at your customer-acquisition cost (B = CAC × N). CAC is initialized from a researched default and is yours to adjust before launch. The peg sizes your commitment; it is not a prediction, target, or promise of any customer count. The measurement, not the peg, decides the final bill.
4.4 Funding and escrow. A funded campaign is funded in full at commit into a platform-controlled escrow. Before a creator is attached, you may modify or cancel at no cost and any captured amount is returned. Once a creator is attached, Section 5 governs what is committed.
4.5 Baseline is mandatory and locked. Every campaign, including Awareness, requires a registered baseline entered, locked, and timestamped before spend begins. You warrant that hand-entered figures are accurate to the best of your knowledge. A locked baseline is not editable in-product; corrections go through support with the reason, timestamp, and original value logged, and a locked baseline is never retroactively replaced.
4.6 Your Promotional Plan and Business Messages. You author your Promotional Plan, with or without the marketing agent. It is published sealed: hidden from all other businesses and visible to a creator only after that creator accepts a campaign NDA for their role. Filming creators see the full plan and Business Messages after proposing; amplifiers see only a short brief. The plan is yours and you control it; VerifyLocal does not pre-approve it. You are responsible for its accuracy and legality, including that offers are honored, prices and claims are true, no unsupported superlatives, health, or safety claims are made, no false scarcity is used, and category-specific rules (for example, alcohol advertising restrictions) are respected. The compliance reminders shown at publish are guardrails, not approval.
4.7 Selecting a creator. Proposals are creators' offers. You may accept one proposal per filming slot (campaigns carry one to three slots). Acceptance closes bidding for that slot and binds both sides to the campaign terms shown. You agree to evaluate creators on their work and fit, not to solicit or accept anything of value outside the platform, and not to use the platform to identify creators and then engage them off-platform for the same or similar work during and for 12 months after your last campaign with that creator.
4.8 The QR check-in. A creator's on-site presence is verified only by scanning your venue's QR code at the venue. You will keep the code displayed as instructed, will not move, obscure, or replace it, and will not scan it on a creator's behalf or otherwise assist in a check-in that did not physically occur.
4.9 Review and revisions. Creators upload to VerifyLocal; you review in the platform player before anything is public. You may request revisions with specific notes tied to your Business Messages and do/don't list, within the number of rounds stated for the campaign (currently two rounds, enforced by the platform, on Organic Reach and Studio engagements). After the final round you approve or decline. 48 hours is the response window on both sides: if you are silent for 48 hours after a delivery, it is treated as approved and the creator is paid in full; a creator silent for 48 hours after your revision request is treated as halfway complete and receives no further payment.
4.10 Library and selection. Every video produced for you — two videos in two styles per filming creator, five per Studio editor — lands in your library first. You must choose which videos run, and how many, before a funded campaign starts. If you make no selection within 48 hours of being notified that your library is ready, a default set runs. What runs is fixed for the campaign's duration. Creators are paid the same whether or not their video is selected to run.
4.11 Ad-platform access for Sparkor. To run Sparkor on TikTok or Instagram you will (a) hold a Business or Professional account, (b) link it to the platform's business hub (Meta Business Manager / TikTok Business Center), and (c) grant VerifyLocal partner access through that hub. VerifyLocal never asks for or stores your passwords, and you may revoke access at any time. If you ask VerifyLocal to create and operate an account in your name, you authorize that in writing in-product and the account is handed over to you at the end of the engagement. On YouTube, Sparkor runs from VerifyLocal's own ad account using per-video permission granted by the creator; your channel is not involved. Revoking access mid-campaign is treated as an early stop under Section 5.6.
05Fees, ledgers, and settlement
The figures below are the platform standard at the Effective Date; the campaign terms you accept at commit state the figures for that campaign and control if they differ. Every campaign settles to a closed ledger that sums to B exactly, and every line is bound to the parameter versions in force so the settlement can be re-derived deterministically.
5.1 Performance campaigns
| Line | % of B | When | Notes |
|---|---|---|---|
| Creator retainer | 20% | Escrowed at commit; paid to creator(s) on verified delivery | Paid on any outcome, including your early stop |
| VerifyLocal floor fee | 5% | Escrowed at commit | Always earned |
| Working pool | 75% | Funds the three lines below | |
| — Creator performance pay | 0–15% | At settlement | Steps with measured lift up to the 15% threshold, or the creator's own attribution, whichever is greater; capped at 15% |
| — VerifyLocal contingent fee | 0 / +5% / +10% | At settlement | Lift ≤ 5%: none (5% total) · over 5% to 14.99%: +5% (10% total) · ≥ 15%: +10% (15% total) |
| — Sparkor media | Paced across the flight | During flight | Non-refundable once spent. Ceiling 50% of B. Unspent ceiling returns. |
| Remainder | Whatever is unspent and unearned | At settlement | Returned as account credit |
Fee stepping, in one sentence: the more verified lift you get, the more we earn; if the campaign underperforms, we charge less, down to the 5% floor.
Stop-loss. From the third active flight day, if the in-flight signal is negative against your baseline on two consecutive active days, Sparkor halts automatically, you are notified, and you may resume with one tap. We never auto-resume. Halted spend returns as credit. Where two of your campaigns run at one venue, a halt applies to both.
5.2 Awareness campaigns
| Line | % of B | Notes |
|---|---|---|
| VerifyLocal flat fee | 20% | Non-contingent; escrowed at commit |
| Creator retainer | 20% | Escrowed at commit; paid on verified delivery |
| Creator incentive pool | 10% | Attribution-gated; unearned portion returns to you |
| Working pool (Sparkor) | 50% | Ceiling; unspent returns |
No lift figure is produced, reported, or claimed on an Awareness campaign. Your daily report shows today against your matching weekday baseline, spend to date, and delivery metrics. There is no automatic stop-loss; you get the report and the button.
Early end on Awareness. Ending before the midpoint of the measurement window (days 1–7): VerifyLocal fee reduced to 10% of B. Ending at or after the midpoint (days 8–14): full 20%. In both cases spent media is spent, the creator retainer is paid in full, and unspent pool and unearned incentive return as credit.
5.3 Organic Reach campaigns
No budget, no escrow, no platform percentage fee, no Sparkor. A valid card on file is required at campaign creation. At settlement you are charged only the creator's attribution payout — coupon redemptions and trackable referrals the creator's post actually drove — which may be small or zero. Any discount or comped item you extend to the creator on their visit is your own customer-acquisition offer, applied at your point of sale, unlocked by the creator's QR scan; VerifyLocal does not set, escrow, or take a cut of it. The default suggestion is 50%; you may set it anywhere from nothing to a fully comped visit. Honour what you set.
5.4 Studio
$150 per accepted editor for five videos in five styles (approximately 40 / 30 / 20 / 15 / 15 seconds), two revision rounds, including a one-year Studio Licence on every video delivered (Section 6.7). Charged independently of and in addition to any campaign budget B, as a separate production invoice; it is never drawn from B. Half ($75) releases to the editor on delivery of first copies; the balance on your approval (or deemed approval under Section 4.9). At settlement you may add a satisfaction tip of 10–20% of the fee, paid to the editor in full; the tip reflects the delivered video, never campaign results. Where Studio output runs in a funded campaign, the campaign fees in 5.1 or 5.2 apply as well; production and media are different services. Studio Licence renewals and extensions are separate purchases at the prices published at delivery (Section 5.5).
5.5 Renewals and reuse
Renewing a locked video (Section 8.3) costs $100 for two months of owned-channel use; $90 goes to the creator and VerifyLocal retains 10%. Re-booking a creator's existing video into a later campaign requires the creator's fresh consent and a reuse fee stated at the time, always above the renewal price. Renewal fees are non-refundable once charged.
Studio videos have their own ladder, separate from the creator licence ladder above: a further one-year term on the same scope, or an extension to additional platforms, your website, or in-venue screens, each at the price shown in your dashboard at delivery and available before, during, and after the licence term. A re-cut or new version is a new Studio engagement. These prices are published at delivery, never discovered later.
5.6 Stopping, pausing, and adjusting
| Action | Effect | Fee |
|---|---|---|
| Early stop | Campaign ends; settles on results to date; unspent escrow returns after media delivered and the creator retainer reserved | None |
| Pause and adjust (schedule, budget, radius, daypart — same creator, same videos) | Campaign stays alive; paused days are excluded from the measurement window; substantial adjustment widens the confidence band at settlement | 1% of B |
| New creatives or a new creator | Treated as a new campaign; the original settles as an early cancellation | 5% of B on the original |
Mid-campaign creator swaps are not supported. If you halt a campaign after a creator has completed the on-site step, the retainer is paid; if a creator abandons before submitting content, their retainer is voided.
5.7 Measurement and settlement
The measurement window is 14 consecutive calendar days from go-live (paused days excluded). Lift is an AI-estimated delta against your baseline with a confidence band, never an absolute count. Settlement runs automatically at window close, plus any POS reporting lag, from the recorded signals, and is bound to the parameter versions in force so it can be re-derived. You may dispute a settlement in-product within 30 days; we will re-run the settlement against the recorded log and respond. Absent a successful dispute, settled amounts are final.
5.8 Payments, credit, and taxes
Payments are processed through the designated provider (currently Stripe). You authorize charges to your payment method for subscriptions, campaign funding, Studio invoices, renewals, adjustment fees, and Organic Reach attribution payouts. Unspent and unearned amounts return as account credit, not to your payment method, except where the law requires a refund or the campaign was cancelled before a creator was attached. Credit does not expire while your account is active and is not transferable or redeemable for cash. Fees exclude taxes; you are responsible for any applicable sales or use tax. Chargebacks on properly settled amounts are a breach and may result in suspension.
06Content licences: what you may do with a video, and until when
6.1 You license; you never own. On every On-Site campaign the creator owns the copyright in the video permanently; on every Studio engagement VerifyLocal owns the finished video. Nothing on the platform transfers either to you. Your dashboard shows, for each video, its licence state and end date. That display is the rule.
6.2 Funded campaigns. For the campaign period stated in the campaign terms, you receive a non-exclusive licence to reshare, embed, and display the approved video on your own channels (social accounts, website, in-venue screens), and VerifyLocal is licensed by the creator to run it as paid advertising through Sparkor on your behalf. You may not run the video as paid advertising yourself, download it for use outside the platform except as the licence permits, edit it beyond cropping for format, remove the creator's identity or disclosures, or sublicense it.
6.3 Organic Reach. On approval you receive 30 days of free use on your own channels only. On day 31 the video locks: you can see it in your library but may not use it. Two doors, and only two:
| Door | Cost | What it grants |
|---|---|---|
| Renew | $100 per two months, renewable indefinitely | Owned-channel use only. Never paid advertising. |
| Fund a campaign | A committed budget B | Full paid-media rights for the campaign period; the original creator becomes the filming creator and is paid the standard retainer and performance pay |
6.4 EXPIRED means take it down — creator videos. When a creator-video licence expires or is withdrawn you must remove the video from every channel where you placed it, promptly and without further notice. Continued use of an expired or locked creator video is a breach of these Terms and an infringement of the creator's copyright, for which you are solely responsible. Studio videos follow the different expiry rule in Section 6.7: posts you published within the term stay up.
6.5 Creator withdrawal. A creator may withdraw a licence for future use on notice; you will receive at least a 48–72 hour grace notice. Withdrawal does not affect a live or settled campaign's committed posting window or a paid renewal period already in progress.
6.6 Deleting a campaign. Deleting or archiving a campaign does not delete or alter the licence record — what was licensed, to whom, for how long, and when it ended — which VerifyLocal retains for audit and enforcement. Deleting a funded campaign is an early stop under Section 5.6 and never removes a creator's right to be paid for work done.
6.7 Studio videos — the Studio Licence. You own your source assets. The production creator assigns the finished edit to VerifyLocal, and VerifyLocal owns the edit and the Platform Elements. VerifyLocal grants you, for each Studio video, the licence set out in the Studio Licence you accept at purchase, summarised here and controlling as accepted:
| Term | Studio Licence |
|---|---|
| Where | Your own official accounts on TikTok, Instagram, and YouTube |
| Territory | Worldwide |
| How long | One year from that video's delivery date |
| Paid promotion | Included on those three platforms, whether run by you or by Sparkor in a funded campaign |
| Form | As delivered. No re-cutting, trimming, cropping, re-captioning, audio replacement, clip or still extraction, combining with other footage, or use of any Platform Element outside the video. Platform-native resizing on upload is not a modification. You receive the final render only. |
| At expiry | You may not publish new posts of the video or start or continue paid promotion. Posts you published before expiry may stay up indefinitely. Your source assets remain downloadable at any time. |
| Outside the scope | Additional platforms, your website, or in-venue screens; a further one-year term; or a re-cut — each a further licence at the price shown at delivery (Section 5.5), never a penalty. A lapsed video you re-upload or re-boost is routed to renewal, not blocked. |
| Which videos | Every video delivered for the engagement, whether or not you select it to run. |
| Not covered | Nothing in the Studio Licence extends any right in creator-filmed videos, and the production creator's narrow portfolio-display licence in the Studio Production Agreement is granted by VerifyLocal, not by you. |
The scope above is shown to you on one card before you pay and again at delivery with the expiry date.
6.8 Perceptual matching. VerifyLocal fingerprints every video it produces. If you upload a video that matches a library video whose licence has expired — a locked creator video or a Studio video past its term — the upload is routed into a renewal or licensing prompt rather than run; a Studio post already live within its term is never affected. You agree not to attempt to circumvent this.
07Studio: your source assets and generative editing
7.1 Business-origin only. Source assets for Studio work must be captured by you, in-app, at your venue, using the venue QR scan and device attestation the app provides. Gallery uploads are accepted only where their metadata is intact and consistent, and may be scored at lower capture confidence; assets that fail capture verification cannot run as a VerifyLocal campaign. Assets that match the VerifyLocal library or are declared as creator-made are routed to licensing, not to Studio.
7.2 Your rights in source assets. You warrant that you have all rights, consents, and releases needed for VerifyLocal and the editor to use your source assets as contemplated, including for paid promotion — which is a broader use than organic posting — and including consent from any identifiable staff or customers, and rights to any music or third-party material.
7.3 How they are handled. Source assets are treated as your confidential information, delivered to the editor only through the platform path, watermarked or reduced-resolution until award, and subject to the editor's no-retention and deletion obligations.
7.4 Generative editing. The production creator may use generative video tools the platform provides as an editing capability. Under the Studio Production Agreement, generation may alter camera motion, pacing, transitions, colour, and framing only. It may not add people, alter the space, add products not present in your source, or change anything a customer would rely on, and it may not depict any customer, patron, testimonial, or persona conveying an opinion about your business. A video that breaks these limits is rejected before you see it. Every AI-assisted video is flagged as such on your library and carries the synthetic-content disclosure platform policy and VerifyLocal require. You may not request content that violates these limits, represent an AI-assisted video as filmed footage, or remove or obscure the disclosure.
7.5 Studio is elective and never first. Where an on-site campaign is possible, we present it first and record your election of Studio; a Studio campaign is content-verified but carries no Verified Visit, no Local Proof Token, and no creator endorsement, and its Campaign Verification Report says so.
7.6 What you get, in one line. Your footage stays yours; the finished video is licensed to you for a year on TikTok, Instagram, and YouTube; posts you make in that year stay up after it ends; renewals and extensions are priced at delivery.
08Your data, measurement signals, and sensors
8.1 POS connection. Connecting your POS or online-ordering data is the gold-standard measurement signal and is what qualifies a campaign for Performance settlement and the stepped fee. You authorize VerifyLocal to retrieve transaction-level data through the connection for the purposes in 8.3. You represent that you have the right to share it.
8.2 Sensors. Where VerifyLocal offers and you accept an on-premises presence sensor: it is a door-transit counter with no audio, no video, and no image capture of any kind; it counts presence, not identities. It remains VerifyLocal's exclusive property, is not conveyed by the subscription, and must be returned on request or at termination; you authorize VerifyLocal staff to install, service, and collect it at reasonable times. You will take reasonable care of it, will not move, open, or tamper with it, and will reimburse replacement cost up to $150 if it is lost, damaged beyond normal wear, or not made available within 15 days of a return request. VerifyLocal is responsible for safe installation and defects in the device.
8.3 How your data is used. Your transaction, sensor, baseline, and campaign data are used to measure lift, compute confidence, settle campaigns, resolve disputes, produce your reports, and improve VerifyLocal's measurement and category models. VerifyLocal does not sell, license, or provide your identifiable business, transaction, or sensor data to any third party, and does not share it with other businesses, advertisers, data brokers, or creators. Creators see only the attribution data tied to their own codes and links. Access is need-to-know and audit-logged.
8.4 De-identified and aggregate data. VerifyLocal owns de-identified, aggregated data derived from platform operation and from devices it owns — including category-level models, coefficients, and anonymous foot-traffic patterns — and may use it for any lawful purpose, provided it cannot reasonably be used to identify you or your customers. You assign to VerifyLocal any rights you may have in such de-identified aggregate data.
8.5 Consumer data rights. Each party will comply with applicable privacy law, including the Connecticut Data Privacy Act where it applies, and cooperate on consumer rights requests. Where the law requires a data-processing agreement, the VerifyLocal Data Processing Addendum applies and controls over this Section.
8.6 Retention. We retain measurement, settlement, and licence records for as long as needed for audit, dispute, legal, and tax purposes, and delete or return connected transaction data when no longer needed for those purposes.
09Confidentiality
9.1 Your Promotional Plan. VerifyLocal treats your Promotional Plan and Business Messages as your confidential information, discloses them only to creators who have accepted a campaign NDA naming you as a third-party beneficiary, gates access server-side, and records every acceptance. You may enforce the NDA directly against a creator who breaches it.
9.2 VerifyLocal's information. You will keep confidential VerifyLocal's non-public pricing, measurement methods, settlement mechanics, Sparkor mechanics, and platform information for three (3) years after your last use of the platform, with standard exceptions for public, independently developed, or legally compelled information.
9.3 Your reports. You may share your own Campaign Verification Reports freely. You may not alter them, present an Awareness report as evidence of lift, or present an estimate as an absolute count.
10Your responsibilities and conduct
You will not, and will not permit anyone acting for you to:
- 1. state or imply that you own a creator-filmed or Studio video, or use any video outside its licence state or after expiry; 1a. modify a Studio video, extract any part of it, or publish it on a platform outside its Studio Licence without purchasing the extension;
- 2. run a creator's video as paid advertising except through a funded campaign, or run a Studio video as paid advertising after its Studio Licence term;
- 3. direct a creator to make claims they know to be false, to omit required disclosures, or to post fabricated reviews or testimonials; or condition approval on content that misrepresents your business;
- 4. scan the venue QR code on a creator's behalf, tamper with it, or assist any check-in that did not physically occur;
- 5. manipulate baseline, transaction, or sensor data, or generate fake redemptions or referrals;
- 6. publish a Promotional Plan containing unlawful, deceptive, discriminatory, or category-prohibited content;
- 7. solicit creators off-platform for the same work, or offer creators anything outside the platform in exchange for selection, content, or altered reviews;
- 8. harass, threaten, or discriminate against any creator, or fail to honour a discount or offer you set;
- 9. request unlimited revisions or attempt to circumvent revision caps, response windows, or the 48-hour rules;
- 10. share, resell, or grant access to your account, the badge, the QR code, or the agent to any other business;
- 11. scrape, reverse-engineer, probe, or disrupt the platform.
11Warranties
You represent and warrant that: (a) you meet the eligibility requirements; (b) your account, venue, baseline, offer, payment, and tax information are accurate and current; (c) your Promotional Plans, offers, and source assets comply with applicable law and third-party rights, including advertising, consumer-protection, endorsement, privacy, alcohol, health, and professional-licensing rules for your category; (d) you have the right to share any data you connect; and (e) you will honour the offers and discounts you publish.
12Indemnity
You will defend, indemnify, and hold harmless VerifyLocal, its members, officers, employees, and agents, and each creator with whom you engage, from any third-party claim, loss, liability, damage, cost, or expense (including reasonable attorneys' fees) arising out of (a) your Promotional Plan, offers, source assets, or the products and services you sell; (b) your use of any video outside its licence; (c) your breach of the Agreement or any warranty; (d) your violation of law or third-party rights; or (e) the conduct of your staff toward creators or customers at your venue. VerifyLocal will indemnify you against third-party claims that the platform itself (excluding your content, creator content, and third-party services) infringes a US intellectual-property right, subject to prompt notice and control of the defence.
13Disclaimers
THE PLATFORM, SPARKOR, MEASUREMENT, THE MARKETING AGENT, AND ALL RELATED SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. VERIFYLOCAL DOES NOT GUARANTEE ANY LIFT, SALES, VISITS, REACH, ENGAGEMENT, OR BUSINESS RESULT. VERIFIED LIFT IS AN OBSERVATIONAL ESTIMATE WITH A STATED CONFIDENCE BAND; THE FEE IS TIED TO THE MEASURED OUTCOME, NOT A PROMISED ONE. THE CUSTOMER-VALUE PEG IS A BUDGETING DEVICE, NOT A FORECAST. THE MARKETING AGENT IS ADVISORY; YOU ARE RESPONSIBLE FOR WHAT YOU PUBLISH. CREATORS ARE INDEPENDENT, AND VERIFYLOCAL DOES NOT WARRANT THEIR CONTENT, CONDUCT, OR AVAILABILITY. THIRD-PARTY SOCIAL AND ADVERTISING PLATFORMS ARE OUTSIDE OUR CONTROL, AND THEIR POLICIES, OUTAGES, OR ENFORCEMENT ACTIONS MAY AFFECT DELIVERY, ATTRIBUTION, OR SETTLEMENT.
14Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THE AGREEMENT. VERIFYLOCAL'S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU TO VERIFYLOCAL FOR THE CAMPAIGN OR SUBSCRIPTION TERM GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS BEFORE THE EVENT. THESE LIMITS DO NOT APPLY TO BREACHES OF SECTIONS 6, 8, OR 9, TO INDEMNIFICATION OBLIGATIONS, OR TO LIABILITY THAT CANNOT BE LIMITED BY LAW.
15Suspension and termination
15.1 By you. You may cancel your subscription or close your account at any time in-product. Live funded campaigns settle as early stops under Section 5.6; Organic Reach campaigns awaiting review are declined.
15.2 By us. We may suspend or terminate your account, or halt a campaign, immediately on notice for breach of the Agreement, suspected fraud or data manipulation, an ad-platform policy rejection we cannot remediate, a legal requirement, or conduct toward creators that violates Section 10. We may otherwise terminate on 30 days' notice.
15.3 Effect. On termination: (a) live campaigns settle on results to date and amounts owed to creators are paid from escrow; (b) unspent, unearned funds return as credit or, where the law requires or the account is closed in good standing, to your payment method; (c) all licences end at their stated dates or immediately if terminated for your breach, and you must remove all creator videos from your channels accordingly; Studio posts published within term may remain up unless termination was for your breach of Section 6 or 7; (d) you must remove the badge and QR sticker and return any sensor; and (e) we retain licence, settlement, and verification records as described in Section 8.6.
15.4 Survival. Sections 5.7–5.8 (as to amounts accrued), 6.4–6.8, 7.2, 8, 9, 10–14, 15.3, 16, and 17 survive.
16Governing law and disputes
16.1 Governing law. Delaware, without regard to conflict-of-laws rules.
16.2 Venue. Exclusive jurisdiction and venue in the state and federal courts located in Connecticut, except that either party may seek injunctive relief in any competent court to protect confidential information or intellectual property.
16.3 Informal resolution first. Before filing any claim, contact support@verifylocal.ai and work with us in good faith for at least 30 days. Settlement disputes follow Section 5.7 first.
16.4 Individual basis. To the extent permitted by law, disputes are resolved individually and each party waives class, collective, or representative proceedings.
17General terms
17.1 Changes. We may update these Terms with at least 14 days' notice in-product or by email for material changes. Continued use after the effective date is acceptance. A campaign is governed by the Terms and campaign terms in effect when you committed it; fee, ledger, and licence rules never change retroactively for a committed campaign.
17.2 Electronic acceptance. Clicking "I Agree" or an equivalent control is your electronic signature; the recorded acceptance (identity, version, timestamp) is the definitive record.
17.3 Precedence. If documents conflict: (1) a signed written agreement between you and VerifyLocal for a specific engagement governs that engagement only and never defines platform behaviour for others; (2) the Data Processing Addendum governs data processing; (3) the campaign terms you accepted at commit govern that campaign's figures and dates, and the Studio Licence you accepted at purchase governs that engagement's videos; (4) these Terms govern everything else. Nothing in any document transfers ownership of a creator-filmed or Studio video to you.
17.4 Notices. To you: the email on your account or in-product. To VerifyLocal LLC: support@verifylocal.ai.
17.5 Assignment. You may not assign the Agreement or your account except to a successor to your business at the same venue with our consent, not unreasonably withheld. We may assign to an affiliate or successor.
17.6 Relationship. Independent contractors. No employment, partnership, agency, or joint venture between you and VerifyLocal, or between you and any creator.
17.7 Entire agreement; severability; waiver; force majeure. The Agreement is the entire agreement on its subject and supersedes prior discussions. Unenforceable provisions are modified to the minimum extent necessary and the rest stands. Non-enforcement is not waiver. Neither party is liable for delay or failure caused by events beyond its reasonable control, including third-party platform outages or policy changes.
17.8 Trademarks. VerifyLocal™, Sparkor™, the Trust Badge, and related marks are trademarks of VerifyLocal LLC, usable by you only as Section 3.4 permits.
17.9 Contact. VerifyLocal LLC · support@verifylocal.ai · verifylocal.ai
By clicking "I Agree", you confirm that you are authorized to bind the Business, have read and understood these Business Terms of Use, and agree to be bound by them.
Business: ______________________________ (electronic acceptance recorded in-product)
VerifyLocal LLC: _____________________________